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                                                                   Exhibit 10.32

                         COMMON STOCK PURCHASE AGREEMENT

      THIS COMMON STOCK PURCHASE AGREEMENT ("AGREEMENT") is entered into as of
April 21, 2004 between Redline Performance Products, Inc., a Minnesota
corporation (the "COMPANY"), and the purchaser who is a signatory hereto
("PURCHASER").

1.)   Purchase and Sale of Common Stock.

(a)   Sale to Purchasers. Subject to the terms and conditions hereof, the
Company will issue and sell to Purchaser that number of shares of the Company's
Common Stock set forth on the Purchaser Signature Page (such shares and any
securities which may be issued to Purchaser with respect to such shares, such as
pursuant to a stock split or stock dividend, are referred to herein as the
"SHARES") at a per share price equal to One and 60/100 Dollars ($1.60) (the
"PURCHASE PRICE")

(b)   Payment of Purchase Price. Upon execution of this Agreement, Purchaser
will pay the Purchase Price to the Company in immediately available funds.

2.)   Delivery of Stock Certificates. Upon execution of this Agreement by
Purchaser and the Company and upon payment of the Purchase Price by Purchaser,
the Company will promptly issue the Shares to Purchaser either in the form of a
certificate registered in the name of Purchaser or by recording such issuance on
the Company's electronic stock records, as may be directed by the Company to its
transfer agent and registrar.

3.)   Definitions. The following terms shall have the meanings set forth herein:

(a)   "COMMISSION" shall mean the Securities and Exchange Commission of the
United States or any other U.S. federal agency at the time administering the
Securities Act.

(b)   "COMMON STOCK" shall mean the Company's $0.01 par value per share common
stock.

(c)   "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended,
or any similar United States federal statute and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

(d)   "HOLDER" shall mean a holder of Registrable Securities.

(e)   "REGISTRATION EXPENSES" shall mean all expenses, except as otherwise
stated below, incurred by the Company in complying with Section 6(c) hereof,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and disbursements of counsel for the
Company, blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration.

(f)   "REGISTRABLE SECURITIES" shall mean (i) the Shares, and (ii) any shares of
Common Stock issued or issuable in respect of such Shares upon any stock split,
stock dividend, recapitalization or similar event. Shares of Common Stock or
other securities shall not be treated as Registrable Securities if (A) they have
been sold to or through a broker or dealer or underwriter in a public

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distribution or a public securities transaction; or (B) they have been sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act so that all transfer restrictions and restrictive legends
with respect thereto are removed upon the consummation of such sale; or (C) with
respect to which the registration rights of the holder thereof have expired
pursuant to Section 6(c)(9) hereof.

(g)   The terms "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.

(h)   "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or any
similar United States federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

(i)   "SELLING EXPENSES" shall mean all underwriting discounts, selling
commissions, stock transfer taxes and fees of counsel to holders of Registrable
Securities applicable to the securities registered by such.

4.)   Purchaser Representations and Warranties. Purchaser represents and
warrants to the Company, its directors, officers, employees and agents as
follows (by execution hereof, Purchaser acknowledges that the Company is relying
upon the accuracy and completeness of the representations contained herein in
complying with its obligations under applicable securities laws):

(a)   Purchaser has been advised that (i) the sale of the Shares to Purchaser
has not been registered under the Securities Act on the grounds, among others,
that it will be exempt from registration under Section 4(2) of the Securities
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or other exemptions is predicated in part on Purchaser's
representation that Purchaser is acquiring such Shares for investment for the
Purchaser's own account with no present intention of dividing Purchaser's
participation with others or reselling or otherwise distributing the same, and
Purchaser alone shall have the full legal and equitable right, title and
interest in the Shares; and (iii) Purchaser's representations, including the
foregoing, are essential to the reliance of the Company upon exemptions from
registration or qualification of this transaction or the Shares under applicable
state securities laws.

(b)   Purchaser understands that this transaction has not been scrutinized by
the Commission or by any state securities or other authority and, because of the
small number of persons purchasing Shares and the private nature of the
placement, that all documents, records, and books pertaining to this investment
have been made available to Purchaser and Purchaser's representatives, such as
attorneys, accountants and/or purchaser representatives.

(c)   Purchaser is purchasing the Shares for the account of Purchaser for
investment purposes only and not with a view to their resale or distribution.
Purchaser has no present intention to divide his, her or its participation with
others or to resell or otherwise dispose of all or any part of the Shares. In
making these representations, Purchaser understands that, in the view of the

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Commission, the exemption of the sale of the Shares from the registration
requirements of the Securities Act would not be available if, notwithstanding
the representations of Purchaser, Purchaser has in mind merely acquiring the
Shares for resale upon the occurrence or non-occurrence of some predetermined
event.

(d)   Purchaser understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Purchaser will not have
liquidity with respect to the Shares for an indefinite period of time and in no
event less than one year from the date of purchase, and (ii) Purchaser will be
unable to sell, encumber or otherwise transfer the Shares unless there is an
effective registration statement covering such disposition under the Securities
Act, and effective registrations and qualifications under applicable state law,
or exemptions from such registrations or qualifications under the Securities Act
and state law are applicable.

(e)   At such time as Purchaser determines to dispose of all or any part of the
Shares, Purchaser understands that Purchaser must first notify the Company, and
that the Company may require an opinion of its attorney, of Purchaser's
attorney, or both, that such disposition will not negate Purchaser's intent as
expressed herein, and that, in view of the exemption claimed, such disposition
will be permissible.

(f)   Purchaser recognizes that an investment in the Shares involves a high
degree of risk and that the purchase of the Shares is a long-term investment.
Purchaser has a financial net worth or anticipated income such that a sale of
the Shares need not be made in the foreseeable future to satisfy any financial
obligation of which Purchaser is or contemplates Purchaser will become subject.

(g)   Purchaser understands that exemptions from the registration and
qualification requirements may not be available to Purchaser, and, except as
provided in this Agreement, the Company will have no obligation to assist
Purchaser in registering or qualifying a disposition of the Shares or in
obtaining or establishing an exemption from such registration or qualification
requirements.

(h)   The Purchaser understands that any certificate representing the Shares
will bear legends stating in effect that the issuance or sale of the Shares has
not been registered under the Securities Act or any applicable state securities
laws and such legends may refer to the restrictions on transfers and sales
contained in this Agreement. Purchaser further understands that a stop-transfer
restriction will be placed in the books and records of the Company with respect
to the Shares.

(i)   Purchaser's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

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(j)   Purchaser is an "Accredited Investor" as defined in Rule 501(a) of
Regulation D under the Securities Act.

(k)   Purchaser has such knowledge and experience in financial and business
matters that Purchaser is capable of evaluating the merits and risks of the
investment in the Shares.

(l)   Purchaser has obtained and reviewed all information regarding the Company
and the purchase of the Shares as Purchaser believes necessary or appropriate
with respect to the purchase of the Shares. Purchaser has been given access to
full and complete information regarding the Company and has utilized such access
to its satisfaction for the purpose of obtaining information; and particularly,
Purchaser has been given the opportunity to meet with representatives of the
Company for the purpose of asking questions of, and receiving answers from, such
representatives concerning the Company and the Shares and to obtain any
additional information, to the extent reasonably available. Purchaser
acknowledges that it has been provided all of the Company's publicly available
reports and documents filed with the Commission through the date of this
Agreement including, but not limited to, the Company's (1) Annual Report on Form
10-KSB for the fiscal year ended March 31, 2003; (2) Annual Report to
Shareholders for the fiscal year ended March 31, 2003; (3) Quarterly Reports on
Form 10-QSB for the quarters ended June 30, 2003, September 30, 2003 and
December 31, 2003; and (4) proxy statement dated July 31, 2003. Purchaser has
reviewed, or has had the opportunity to review, all such filings, to the extent
deemed appropriate by the Purchaser.

(m)   Purchaser acknowledges and understands that any information provided about
the Company's future plans and prospects is uncertain and subject to all of the
uncertainties inherent in future predictions.

(n)   Purchaser understands that nothing in this Agreement or any other material
presented to Purchaser in connection with the purchase and sale of the Shares
constitutes legal, tax or investment advice. Purchaser has obtained, to the
extent Purchaser deems necessary, personal and professional advice with respect
to the risks inherent in the investment in the Shares in light of Purchaser's
financial condition and investment needs.

(o)   Purchaser understands that: (i) the Company has engaged legal counsel to
represent the Company in connection with the offer and sale of securities
contemplated herein; (ii) legal counsel engaged by the Company does not
represent Purchaser or Purchaser's interests; and (iii) Purchaser is not relying
on legal counsel engaged by the Company. Purchaser has had the opportunity to
engage, and obtain advice from, Purchaser's own legal counsel with respect to
the investment contemplated herein.

(p)   Purchaser certifies, under penalty of perjury, that Purchaser is not
subject to the backup withholding provisions of the Internal Revenue Code of
1986, as amended. (Note: Purchaser is subject to backup withholding if: (i)
Purchaser fails to furnish its Social Security Number or Taxpayer Identification
Number herein; (ii) the Internal Revenue Service notifies the Company that
Purchaser furnished an incorrect Social Security Number or Taxpayer
Identification Number; (iii) Purchaser is notified that it is subject to backup
withholding; or (iv) Purchaser fails to certify

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that it is not subject to backup withholding or Purchaser fails to certify the
Purchaser's Social Security Number or Taxpayer Identification Number.)

(q)   Purchaser's principal executive offices are located (if an entity), or
Purchaser is a resident of the state (if an individual), as set forth on the
Purchaser Signature Page hereto.

(r)   If Purchaser is an entity, the individual signing on behalf of Purchaser
agrees and certifies that this Agreement has been duly authorized by all
necessary action on the part of Purchaser, has been duly executed by an
authorized representative of Purchaser, and is a legal, valid, and binding
obligation of Purchaser enforceable in accordance with its terms.

(s)   During the period from the date Purchaser was first contacted with respect
to the potential purchase of the Shares through the date of the execution of
this Agreement by Purchaser, Purchaser did not, directly or indirectly, execute
or effect or cause to be executed or effected any short sale, option or equity
swap transaction in or with respect to the Common Stock or any other derivative
security transaction the purpose or effect of which is to hedge or transfer to a
third party all or any part of the risk of loss associated with the ownership of
the Shares by Purchaser.

(t)   Upon the consummation of the sale of Shares contemplated by this
Agreement, no agent, broker, investment banker or other person is or will be
entitled to any broker's or finder's fee or any other commission or similar fee
from Purchaser in connection with any of the transactions contemplated hereby.
Purchaser understands that GunnAllen Financial, Inc. ("AGENT") is acting as
placement agent in connection with the sale of Shares. Agent will receive from
the Company a commission equal to 5% of the aggregate Purchase Price and a
warrant to purchase 2,000 shares of Common Stock of the Company for every
$50,000 in aggregate Purchase Price hereunder.

5.)   Lack of Availability of Rule 144 Under the Securities Act. Purchaser
understands and acknowledges that, except as set forth in Section 6(c), the
Company has no obligation to undertake or complete a public sale of the Shares
and that the Shares purchased hereby will remain subject to the restrictions on
transferability described in this Agreement. Purchaser further understands and
acknowledges that although the Company currently files periodic reports with the
Commission pursuant to the requirements of Sections 13 or 15(d) of the Exchange
Act it may not be obligated to file such reports at any time in the future.
Purchaser also understands that the Company has not agreed to supply such other
information as would be required to enable routine sales of the Company's common
stock to be made under the provisions of certain rules respecting "restricted
securities", including Rule 144 promulgated under the Securities Act by the
Commission. Thus, Purchaser has been informed that the Company is not obligated
to make publicly available or to provide Purchaser with the information required
by Rule 144.

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6.)   Covenants of the Company.

(a)   The Shares. The Shares to be issued under this Agreement, when paid for
and issued in accordance with the terms hereof, shall be duly and validly issued
and outstanding, fully paid and non-assessable.

(b)   AMEX Listing. Promptly following the execution of this Agreement and
payment of the Purchase Price, the Company will use its commercially reasonable
efforts to cause the Shares to be listed on the American Stock Exchange.

(c)   Piggyback Registration Rights. The Purchaser shall have the registration
rights set forth herein:

            (1)   Notice of Registration. If at any time or from time to time
                  the Company shall determine to register any of its shares of
                  Common Stock, either for its own account or the account of a
                  security holder or holders (other than: (i) a registration
                  statement relating to any employee benefit plan of the
                  Company, including but not limited to, Form S-8 under the
                  Securities Act as in effect on the date hereof or any
                  successor or similar registration form under the Securities
                  Act subsequently adopted by the Commission; (ii) a
                  registration statement of the Company relating to any
                  corporate reorganization or other transaction under Rule 145,
                  including any registration statements related to the issuance
                  or resale of securities issued in such a transaction, (iii) a
                  registration statement related to the offer and sale of debt
                  securities; or (iv) a registration statement relating to any
                  sale or merger of the Company, including but not limited to,
                  Form S-4 under the Securities Act as in effect on the date
                  hereof or any successor or similar registration form under the
                  Securities Act subsequently adopted by the Commission), the
                  Company shall;

                  a.    promptly give to each Holder written notice thereof; and

                  b.    subject to Section 6(c)(2), include in such registration
                        (and any related qualification under blue sky laws or
                        other compliance), and in any underwriting involved
                        therein, all of the Registrable Securities specified in
                        a written request or requests, made by any Holder within
                        twenty (20) days after receipt of such written notice
                        from the Company. If any Holder decides not to include
                        all of its Registrable Securities in such registration,
                        such holder of Registrable Securities shall nevertheless
                        continue to have the right to include any Registrable
                        Securities in any subsequent registration statements as
                        may be filed by the Company with respect to offerings of
                        its Common Stock, all upon the terms and conditions set
                        forth herein. Such notice sent by the Holder shall state
                        the intended method of disposition of the Registrable
                        Securities by the Holder.

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            (2)   Underwriting. If the registration of which the Company gives
                  notice is for a registered public offering involving an
                  underwriting, the Company shall so advise the Holder as a part
                  of the written notice given pursuant to Section 6(c)(1). In
                  such event, the right of any Holder to registration pursuant
                  to this Section 6(c) shall be conditioned upon such Holder's
                  participation in such underwriting and the inclusion of
                  Registrable Securities in the underwriting to the extent
                  provided herein. All Holders proposing to distribute their
                  securities through such underwriting shall, together with the
                  Company, enter into an underwriting agreement in customary
                  form with the managing underwriter selected for such
                  underwriting by the Company. Notwithstanding any other
                  provision of this Section 6(c), if the managing underwriter
                  determines that marketing factors require a limitation of the
                  number of shares to be underwritten, the managing underwriter
                  may limit on a pro rata basis (based on the total number of
                  securities entitled to registration which are held by the
                  Holders and by third parties) the number of Registrable
                  Securities to be included in such registration or prohibit any
                  Registrable Securities from being included in such
                  underwriting; provided that no such reduction shall be made
                  with respect to securities being offered by the Company for
                  its own account. The Company shall advise all Holders
                  proposing to distribute their securities through such
                  underwriting of any such limitations, and the number of shares
                  of Registrable Securities that may be included in the
                  registration. To facilitate the allocation of shares in
                  accordance with the above provisions, the Company may round
                  the number of shares allocated to any Holder proposing to
                  distribute their securities through such underwriting to the
                  nearest one hundred (100) shares. If any Holder proposing to
                  distribute their securities through such underwriting
                  disapproves of the terms of any such underwriting, he may
                  elect, unless otherwise agreed in writing by such Holder, to
                  withdraw therefrom by written notice to the Company and the
                  managing underwriter. Any securities excluded or withdrawn
                  from such underwriting shall be withdrawn from such
                  registration.

            (3)   Registration Expenses. The Company shall bear all Registration
                  Expenses incurred in connection with all registrations
                  pursuant to Section 6(c) hereof. All Selling Expenses relating
                  to securities registered on behalf of a Holder pursuant to
                  Section 6(c) shall be borne by the Holder pro rata on the
                  basis of the number of shares so registered.

            (4)   Right to Terminate Registration. The Company shall have the
                  right to terminate or withdraw any registration initiated by
                  it under this Section 6(c), whether or not any Holder has
                  elected to include securities in such registration.

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            (5)   Registration Procedures. In the case of each registration,
                  qualification or compliance effected by the Company pursuant
                  to Section 6(c), the Company will:

                  a.    Keep each Holder advised as to the initiation of each
                        registration, qualification and compliance and as to the
                        completion thereof;

                  b.    Prepare and, as soon as practicable, file with the
                        Commission a registration statement with respect to such
                        securities and use its commercially reasonable efforts
                        to cause such registration statement to become and
                        remain effective until the earlier of the sale of the
                        Registrable Securities so registered or ninety (90) days
                        subsequent to the effective date of such registration;

                  c.    Prepare and file with the Commission such amendments and
                        supplements to such registration statement and the
                        prospectus used in connection therewith as may be
                        necessary to make and to keep such registration
                        statement effective and to comply with the provisions of
                        the Securities Act with respect to the sale or other
                        disposition of all securities proposed to be registered
                        in such registration statement until the earlier of the
                        sale of the Registrable Securities so registered or (90)
                        days subsequent to the effective date of such
                        registration statement;

                  d.    Furnish to the Holders participating in such
                        registration and to the underwriters of the securities
                        being registered such reasonable number of copies of the
                        registration statement, preliminary prospectus, final
                        prospectus and such other documents as such parties may
                        reasonably request in order to facilitate the public
                        offering of such securities; and

                  e.    Use its commercially reasonable efforts to register or
                        qualify the Registrable Securities covered by such
                        registration statement under the securities or blue sky
                        laws of such states as the Holders shall reasonably
                        request, maintain any such registration or qualification
                        current until the earlier of the sale of the Registrable
                        Securities so registered or (90) days subsequent to the
                        effective date of the registration statement, and take
                        any and all other actions either necessary or advisable
                        to enable the Holders to consummate the public sale or
                        other disposition of the Registrable Securities in
                        jurisdictions where the Holders desire to effect such
                        sales or other disposition (but the Company shall not be
                        required to take any action that would subject it to the
                        general jurisdiction of the courts of any jurisdiction
                        in which it is not so subject or to qualify as a foreign
                        corporation in any jurisdiction where the Company is not
                        so qualified).

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            (6)   Indemnification.

                  a.    By the Company. For each registration effected pursuant
                        to Section 6(c) in which the Holder's Registrable
                        Securities are included in such registration, the
                        Company will indemnify each Holder, and each person
                        controlling such Holder within the meaning of Section 15
                        of the Securities Act, and each underwriter, if any, and
                        each person who controls any underwriter within the
                        meaning of Section 15 of the Securities Act, with
                        respect to each registration, qualification or
                        compliance which has been effected pursuant to this
                        Agreement, against all expenses, losses, damages or
                        liabilities (or actions in respect thereof), including
                        any of the foregoing incurred in settlement of any
                        litigation arising out of or based on any untrue
                        statement (or alleged untrue statement) of a material
                        fact contained in any registration statement,
                        prospectus, or any amendment or supplement thereto,
                        incident to any such registration, qualification or
                        compliance, or based on any omission (or alleged
                        omission) to state therein a material fact required to
                        be stated therein or necessary to make the statements
                        therein, in light of the circumstances in which they
                        were made, not misleading, in connection with any such
                        registration, qualification or compliance, and the
                        Company will reimburse each such Holder and each person
                        who controls any underwriter within the meaning of
                        Section 15 of the Securities Act, for any legal and any
                        other expenses reasonably incurred in connection with
                        defending any such claim, loss, damage, liability or
                        action, provided that the Company will not be liable in
                        any such case to the extent that any such loss, damage,
                        liability or expense arises out of or is based on any
                        untrue statement or omission or alleged untrue statement
                        or omission, made in reliance upon and in conformity
                        with information furnished to the Company expressly for
                        use in connection with such registration by such Holder,
                        controlling person or underwriter. It is agreed that the
                        indemnity agreement contained in this Section 6(c)(6)
                        shall not apply to amounts paid in settlement of any
                        such litigation if such settlement is effected without
                        the consent of the Company (which consent shall not be
                        unreasonably withheld).

                  b.    By the Holder. The Holder will, if Registrable
                        Securities held by such Holder are included in the
                        securities as to which such registration, qualification
                        or compliance is being effected, indemnify the Company,
                        each of its directors and officers and its legal counsel
                        and independent accountants, each underwriter, if any,
                        of the Company's securities covered by such a
                        registration statement, each person who controls the
                        Company or such underwriter within the meaning of
                        Section 15 of the Securities Act, and each other holder
                        of securities included in any registration

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                        effected pursuant to Section 6(c), each of their
                        officers and directors and each person controlling such
                        holder within the meaning of Section 15 of the
                        Securities Act, against all claims, losses, damages and
                        liabilities (or actions in respect thereof) arising out
                        of or based on any untrue statement (or alleged untrue
                        statement) of a material fact contained in any such
                        registration statement, prospectus, or other document,
                        or any omission (or alleged omission) to state therein a
                        material fact required to be stated therein or necessary
                        to make the statements therein, in light of the
                        circumstances in which they were made, not misleading,
                        and will reimburse the Company, such holders, such
                        directors, officers, legal counsel, independent
                        accountants, persons, underwriters or controlling
                        persons for any legal or any other expenses reasonably
                        incurred in connection with investigating or defending
                        any such claim, loss, damage, liability or action, in
                        each case to the extent, but only to the extent, that
                        such untrue statement (or alleged untrue statement) or
                        omission (or alleged omission) is made in such
                        registration statement, prospectus or other document in
                        reliance upon and in conformity with information
                        furnished to the Company expressly for use in connection
                        with such registration by such Holder.

                  c.    Procedures. Each party entitled to indemnification under
                        this Section 6(c) (the "INDEMNIFIED PARTY") shall give
                        notice to the party required to provide indemnification
                        (the "INDEMNIFYING PARTY") promptly after such
                        Indemnified Party has actual knowledge of any claim as
                        to which indemnity may be sought, and shall permit the
                        Indemnifying Party to assume the defense of any such
                        claim or any litigation resulting therefrom, provided
                        that counsel for the Indemnifying Party, who shall
                        conduct the defense of such claim or litigation, shall
                        be approved by the Indemnified Party (whose approval
                        shall not unreasonably be withheld), and the Indemnified
                        Party may participate in such defense at its own
                        expense; provided, however, that the failure of any
                        Indemnified Party to give notice as provided herein
                        shall not relieve the Indemnifying Party of its
                        obligations under this Agreement unless the failure to
                        give such notice is prejudicial to an Indemnifying
                        Party's ability to defend such action. No Indemnifying
                        Party, in the defense of any such claim or litigation,
                        shall, except with the consent of each Indemnified
                        Party, consent to entry of any judgment or enter into
                        any settlement which does not include as an
                        unconditional term thereof the giving by the claimant or
                        plaintiff to such Indemnified Party of a release from
                        all liability in respect to such claim or litigation.

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                  d.    Contributions. If the indemnification provided for in
                        this Section 6(c)(6) is held by a court of competent
                        jurisdiction to be unavailable to an Indemnified Party
                        with respect to any losses, claims, damages or
                        liabilities referred to herein, the Indemnifying Party,
                        in lieu of indemnifying such Indemnified Party
                        thereunder, shall to the extent permitted by applicable
                        law contribute to the amount paid or payable by such
                        Indemnified Party as a result of such loss, claim,
                        damage or liability in such proportion as is appropriate
                        to reflect the relative fault of the Indemnifying Party
                        on the one hand and of the Indemnified Party on the
                        other in connection with that which resulted in such
                        loss, claim, damage or liability, as well as any other
                        relevant equitable considerations. The relative fault of
                        the Indemnifying Party and of the Indemnified Party
                        shall be determined by a court of law by reference to,
                        among other things, whether the untrue or alleged untrue
                        statement of a material fact or the omission to state a
                        material fact relates to information supplied by the
                        Indemnifying Party or by the Indemnified Party and the
                        parties' relative intent.

            (7)   Information by Holder. Each Holder of Registrable Securities
                  included in any registration shall furnish to the Company such
                  information, including information regarding such Holder, the
                  Registrable Securities held by them and the distribution
                  proposed, as the Company may request in writing to enable the
                  Company to comply with the provisions hereof in connection
                  with any registration, qualification or compliance referred to
                  in this Agreement.

            (8)   Market Stand-Off Agreement. Each Holder agrees that if, in
                  connection with any public offering of securities by the
                  Company, the Company or the underwriters managing the offering
                  so request, the Holder shall not offer to sell, sell, make any
                  short sale of, loan, grant any option for the purchase of,
                  pledge, hypothecate or otherwise dispose of any Registrable
                  Securities (other than those included in the registration)
                  without the prior written consent of the Company or such
                  underwriters, as the case may be, for such period of time (not
                  to exceed one hundred eighty (180) days from the date of the
                  final prospectus for such offering), as may be requested by
                  the Company or the underwriters. This paragraph shall be
                  binding on all transferees or assignees of Registrable
                  Securities, whether or not such persons are entitled to
                  registration rights pursuant to Section 6(c) hereof.

            (9)   Termination of Registration Rights. All rights granted and
                  obligations imposed pursuant to Section 6(c) of this Agreement
                  shall terminate as to each Holder at such time as such Holder
                  can sell all of such Holder's Registrable Securities pursuant
                  to Rule 144 under the Securities Act within any three (3)
                  month period or immediately pursuant to Rule 144(k).

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      7.)   Confidentiality. Purchaser agrees that, except as provided in this
paragraph, all information disclosed by the Company to Purchaser in connection
with the sale of Shares is material non-public information and shall be
considered "CONFIDENTIAL INFORMATION." Purchaser agrees to maintain the
confidential nature of the Confidential Information and to prevent its
unauthorized disclosure or dissemination, and agrees not to use the Confidential
Information for any purpose other than evaluating the purchase of Shares
hereunder. Confidential Information shall not, however, include information that
is now or subsequently becomes generally known or available as the result of the
Company's publication or filing of such information with the Commission. This
Agreement and the provisions hereof shall be Confidential Information, provided
that the Company may disclose this Agreement and the terms of this Agreement to
the extent reasonably required to comply with the Company's disclosure
obligations under the Exchange Act.

      8.)   Restriction on Transactions in Company Securities. Purchaser will
not, without the prior written consent of the Company, during the "Lockup
Period" as defined in this paragraph: (i) sell, transfer or otherwise dispose
of, or agree to sell, transfer or otherwise dispose of any of the Shares or any
other securities issued by the Company which are beneficially held by Purchaser;
(ii) sell, transfer or otherwise dispose of, or agree to sell, transfer or
otherwise dispose of any options, rights or warrants to purchase any of the
Shares or any other securities issued by the Company which are beneficially held
by the undersigned; or (iii) sell or grant, or agree to sell or grant, options,
rights or warrants with respect to any of the Shares or any other securities
issued by the Company which are beneficially held by the undersigned. The
foregoing does not prohibit gifts to donees or transfers by will or the laws of
descent to heirs or beneficiaries provided that such donees, heirs and
beneficiaries shall be bound by the restrictions set forth herein. The term
"LOCKUP PERIOD" shall mean the period beginning on the date of this Agreement
and ending on August 16, 2004.

      9.)   Miscellaneous Provisions.

      (a)   Representations Survive Delivery. The representations, warranties
and agreements of the Company and of the Purchaser contained in this Agreement
will remain operative and in full force and effect and will survive the receipt
of the Purchase Price by the Company, and the issuance to the Purchaser of the
Shares.

      (b)   Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof and supercedes all
prior and contemporaneous arrangements or understandings with respect thereto.

      (c)   Correctness of Information; Changes. All of the foregoing
information which Purchaser has provided concerning Purchaser, Purchaser's
financial position and Purchaser's knowledge of financial and business matters,
is correct and complete as of the date set forth herein.

      (d)   Indemnification. Purchaser severally agrees to indemnify the Company
against and to hold the Company harmless from any damage, loss, liability, claim
or expense including, without limitation, reasonable attorneys' fees resulting
from or arising out of the inaccuracy or alleged inaccuracy of any of the
representations, warranties or statements of the investor contained in this

                                       12
<PAGE>

Agreement, including without limitation any violation or alleged violation of
the registration requirements of the Securities Act or applicable state law in
connection with any subsequent sale of the Shares by Purchaser.

      (e)   Additional Information. Purchaser shall supply such additional
information and documentation relating to Purchaser and any persons who have any
rights or interest in Purchaser as may be requested by the Company in order to
ensure compliance by the Company with applicable laws.

      (f)   Arbitration. Purchaser further agrees that any dispute regarding
this Agreement or Purchaser's purchase of the Shares (including without
limitation claims pursuant to federal or state securities laws), including any
claim which is made against any placement agent or broker-dealer involved in the
offer or sale of the Shares, shall be resolved by arbitration which shall be the
sole forum for resolution of any such disputes. Unless otherwise agreed by the
parties, any such proceedings shall be brought in the State of Minnesota,
Hennepin County, pursuant to the Rules and Code of Arbitration of the America
Arbitration Association, except that if a bona fide claim is made against the
Company, and a placement agent or broker-dealer is named in connection with such
claim, then such claim shall be brought pursuant to the Rules and Code of
Arbitration of the National Association of Securities Dealers, Inc. The
foregoing notwithstanding, any party may seek equitable relief from a court of
competent jurisdiction.

      (g)   Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Minnesota without
reference to Minnesota conflicts of law provisions. Actions or proceedings
litigated in connection with this Agreement, if any, shall be venued exclusively
in the state and federal courts located in the County of Hennepin, State of
Minnesota.

      (h)   Assignment. This Agreement may not be pledged, assigned or otherwise
transferred by Purchaser except by operation of law but all the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforced by the successors in interest of the parties hereto.

      (i)   Successors and Assigns. The representations and warranties made by
the Purchaser in this Agreement are binding on the Purchaser's successors and
assigns and are made for the benefit of the Company and any other person who may
become liable for violations of applicable securities laws as a result of the
inaccuracy or falsity of any of the Purchaser's representations or warranties.

      (j)   Notice. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a
written instrument delivered in person or sent by telecopy, nationally
recognized overnight courier or first class registered or certified mail, return
receipt requested, postage prepaid, addressed to such party at the address set
forth below or such other address as may hereafter be designated in writing by
such party to the other party:

                  If to the Company, to:
                  Redline Performance Products, Inc.

                                       13
<PAGE>

                  2510 Commerce Way
                  Vista, California 92083
                  Attention: CFO

                  If to a Purchaser, to:
                  the address set forth on the signature page of this Agreement

      (k)   Amendments. No amendment, modification, waiver, discharge or
termination of any provision of this Agreement nor consent to any departure by a
Purchaser or the Company therefrom shall in any event be effective unless the
same shall be in writing and signed by the party to be charged with enforcement,
and then shall be effective only in the specific instance and for the purpose
for which given.

      (l)   Counterparts; Execution. This Agreement may be executed by the
Company and by Purchaser in separate and several counterparts, each of which
shall be deemed an original. Any signature delivered by facsimile transmission
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.

                  [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

                            [SIGNATURE PAGES FOLLOW ]

                                       14
<PAGE>

                                 SIGNATURE PAGE

      IN WITNESS WHEREOF, the parties have caused this Common Stock Purchase
Agreement to be duly executed and delivered by their proper and duly authorized
representatives as of the day and year first above written.

REDLINE PERFORMANCE PRODUCTS, INC.

/s/ Mark A. Payne
----------------------------------
Mark A. Payne, President

                                       15
<PAGE>

                            PURCHASER SIGNATURE PAGE

      The undersigned Purchaser hereby executes the Common Stock Purchase
Agreement with Redline Performance Products, Inc. (the "COMPANY") and hereby
authorizes this signature page to be attached to a counterpart of such document
executed by a duly authorized officer of the Company.

Purchaser:

Signature:                                        By: __________________________

                                                  Its: _________________________

Number of Shares of Common Stock Purchased:       ______________________________

Cash Consideration:                               ______________________________

Name in which shares of Common Stock
are to be registered:                             ______________________________

Address of registered holder:                     ______________________________

Social Security or Tax ID No. of registered
holder:                                           ______________________________

Contact name and telephone number regarding
settlement and registration:                      ______________________________
                                                  Name

                                                  ______________________________
                                                  Telephone Number

                                       16
<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (I) IN A REGISTRATION OR QUALIFICATION OR (II) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on May 14, 2009

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. _____                                               Shares: ________

      THIS CERTIFIES that, subject to the terms and conditions herein set forth,
________________________, or its registered assigns (the "HOLDER") is entitled
to purchase from REDLINE PERFORMANCE PRODUCTS, INC., a Minnesota corporation
(the "COMPANY"), at any time or from time to time prior to the time and date set
forth above, ____________________________(_______) fully paid and non-assessable
shares of common stock of the Company (such class of stock being referred to as
the "COMMON STOCK" and such shares of Common Stock which may be acquired upon
exercise of this Warrant being referred to as the "SHARES"). This warrant
("WARRANT") is being issued in connection with a private placement by the
Company of shares of Common Stock and warrants to purchase Common Stock intended
to raise $750,000 pursuant to a Common Stock Purchase Agreement dated April 21,
2004, as amended May 14, 2004.

      This Warrant is subject to the following terms and conditions:

      1.)   Purchase Price. Subject to adjustment as hereinafter provided, the
purchase price of one Share shall be One and NO/100 Dollars ($1.00). The
purchase price of one Share is referred to herein as the "WARRANT PRICE."

      2.)   Adjustment of Warrant Price and Number of Shares. The number and
kind of securities issuable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as follows:

      (a)   Adjustment for Stock Dividends, Splits and Consolidations. In case
      the Company shall at any time subdivide the outstanding Common Stock into
      a greater number of shares of Common Stock or declare a dividend payable
      in Common Stock, the Warrant Price in effect immediately prior to such
      subdivision shall be proportionately reduced and the number of shares of
      Common Stock purchasable pursuant to this Warrant shall be proportionately
      increased, and conversely, in case the outstanding Common Stock shall

<PAGE>

      be combined into a smaller number of shares of Common Stock, the Warrant
      Price in effect immediately prior to such combination shall be
      proportionately increased and the number of shares of Common Stock
      purchasable upon the exercise of this Warrant shall be proportionately
      reduced, in each case by the ratio which the total number of shares of
      Common Stock to be outstanding immediately after such event bears to the
      total number of shares of Common Stock outstanding immediately prior to
      such event.

      (b)   Adjustment for Reorganizations or Consolidations. If any capital
      reorganization or reclassification of the capital stock of the Company, or
      consolidation or merger of the Company with another corporation, or the
      sale of all or substantially all of its assets to another corporation
      shall be effected in such a way that holders of Common Stock shall be
      entitled to receive stock, securities or assets ("SUBSTITUTED PROPERTY")
      with respect to or in exchange for such Common Stock, then, as a condition
      of such reorganization, reclassification, consolidation, merger or sale,
      the Holder shall have the right to purchase and receive upon the basis and
      upon the terms and conditions specified in this Warrant and in lieu of the
      Common Stock of the Company immediately theretofore purchasable and
      receivable upon the exercise of the rights represented hereby, such
      substituted property as would have been issued or delivered to the Holder
      if it had exercised this Warrant and had received upon exercise of this
      Warrant the Shares prior to such reorganization, reclassification,
      consolidation, merger or sale.

      3.)   No Fractional Shares. No fractional Shares of Common Stock will be
issued in connection with any exercise of this Warrant. In lieu of any
fractional Shares which would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise, as determined in good faith by
the Company.

      4.)   Covenants of the Company. The Company covenants that during the
period this Warrant is exercisable, the Company will reserve from its authorized
and unissued Common Stock a sufficient number of shares of Common Stock to
provide for the issuance of Shares upon the exercise of this Warrant. The
Company further covenants that all Shares that may be issued upon the exercise
of this Warrant will, upon payment and issuance, be duly authorized and issued,
fully paid and nonassessable shares of Common Stock.

      5.)   Exercise of Warrant. This Warrant may be exercised by the registered
Holder, in whole or in part, by the surrender of this Warrant at the principal
office of the Company, together with the form of exercise hereof duly executed,
accompanied by payment in full of the amount of the aggregate Warrant Price in
cash, cashier's check, bank draft or another type of payment acceptable to the
Company. Upon partial exercise hereof, a new warrant or warrants containing the
same date and provisions as this Warrant shall be issued by the Company to the
registered Holder for the number of Shares of Common Stock with respect to which
this Warrant shall not have been exercised. Upon each exercise of this Warrant
the Holder shall exercise this Warrant and purchase the lesser of 500 Shares and
the balance of Shares available for issuance under the Warrant. A Warrant shall
be deemed to have been exercised immediately prior to the close of business on
the date the Company is in receipt of this Warrant, written notice of exercise,
and

                                       2.
<PAGE>

payment for the number of Shares being acquired upon exercise of this Warrant.
The person entitled to receive the Shares issuable upon such exercise shall be
treated for all purposes as the Holder of such Shares of record as of the close
of business on such date. As promptly as practicable on or after such date, the
Company will issue the Shares to Holder either in the form of a certificate
registered in the name of Holder or by recording such issuance on the Company's
electronic stock records, as may be directed by the Company to its transfer
agent and registrar, together with cash in lieu of any fraction of a Share, as
provided above.

      6.)   Compliance with Securities Laws and Other Transfer Restrictions. The
Holder of this Warrant, by acceptance hereof, agrees, represents and warrants
that this Warrant and the Shares which may be issued upon exercise hereof are
being acquired for investment, that the Holder has no present intention to
resell or otherwise dispose of all or any part of this Warrant or any Shares,
and that the Holder will not offer, sell or otherwise dispose of all or any part
of this Warrant or any Shares except under circumstances which will not result
in a violation of the Securities Act of 1933, as amended (the "SECURITIES ACT")
or applicable state securities laws.

      7.)   Restrictive Legend. The Holder agrees that the Company may place one
or more restrictive legends on any certificates evidencing the Shares containing
substantially the following language:

            The securities represented by this certificate have not been
            registered under the Securities Act of 1933, as amended, and have
            not been registered under any state securities law, and are subject
            to a subscription and investment representation agreement. They may
            not be sold, offered for sale, or transferred in the absence of
            either an effective registration under the Securities Act of 1933,
            as amended, and under the applicable state securities laws, or an
            exemption from registration under the Securities Act of 1933, as
            amended, and under the applicable state securities laws.

      8.)   Subdivision of Warrant. At the request of the Holder of this Warrant
in connection with a transfer or exercise of a portion of the Warrant, upon
surrender of such Warrant for such purpose to the Company, the Company at its
expense will issue and exchange therefore warrants of like tenor and date
representing in the aggregate the right to purchase such number of Shares of
such Common Stock as shall be designated by such Holder at the time of such
surrender; provided, however, that the Company's obligations to subdivide
securities under this Section shall be subject to and conditioned upon the
compliance of any such subdivision with applicable state securities laws and
with the Securities Act.

      9.)   Delay in Exercise. Notwithstanding anything herein to the contrary,
the Company shall have the right to delay any exercise for a period of up to one
hundred eighty (180) days for the purpose of: (a) ensuring the availability of
an exemption under applicable securities laws for the issuance of the Shares to
the Holder in light of the transactions by the Company in its securities; and/or
(ii) facilitating a distribution of the Company's securities. In either case, if
the Company elects to delay any such exercise, the Company shall inform the
Holder, in writing, of such delay and the terms of such delay. Any such delay
shall not lead to any change in the Warrant Price or the terms of the Warrant
and shall not extend the term of any Warrant unless

                                       3.
<PAGE>

such delay would extend past the expiration date of such Warrant. In such case,
the expiration date shall be extended to thirty (30) days after the end of such
delay.

      10.)  Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dates as of such cancellation,
in lieu of this Warrant.

      11.)  Registration Rights. The Holder shall have the registration rights
set forth herein:

      (a)   Notice of Registration. If at any time or from time to time the
      Company shall determine to register any of its shares of Common Stock,
      either for its own account or the account of a security holder or holders
      (other than: (i) a registration statement relating to any employee benefit
      plan of the Company, including but not limited to, Form S-8 under the
      Securities Act as in effect on the date hereof or any successor or similar
      registration form under the Securities Act subsequently adopted by the
      Securities and Exchange Commission (the "COMMISSION"); (ii) a registration
      statement of the Company relating to any corporate reorganization or other
      transaction under Rule 145, including any registration statements related
      to the issuance or resale of securities issued in such a transaction,
      (iii) a registration statement related to the offer and sale of debt
      securities; and (iv) a registration statement relating to any sale or
      merger of the Company including, but not limited to, Form S-4 under the
      Securities Act as in effect on the date hereof or any successor or similar
      registration form under the Securities Act subsequently adopted by the
      Commission), the Company shall;

            (1)   promptly give written notice thereof to the Holder; and

            (2)   subject to Section 11(b), include in such registration (and
                  any related qualification under blue sky laws or other
                  compliance), and in any underwriting involved therein, all of
                  the Shares specified in a written request or requests, made by
                  any Holder within twenty (20) days after receipt of such
                  written notice from the Company. If any Holder decides not to
                  include all of its Shares in such registration, such holder of
                  Shares shall nevertheless continue to have the right to
                  include any Shares in any subsequent registration statements
                  as may be filed by the Company with respect to offerings of
                  its Common Stock, all upon the terms and conditions set forth
                  herein. Such notice sent by the Holder shall state the
                  intended method of disposition of the Shares by the Holder.

      (b)   Underwriting. If the registration of which the Company gives notice
      is for a registered public offering involving an underwriting, the Company
      shall so advise the Holder as a part of the written notice given pursuant
      to Section 11(a)(1). In such event, the right of any Holder to
      registration pursuant to this Section 11 shall be conditioned upon such
      Holder's participation in such underwriting and the inclusion of Shares in
      the

                                       4.
<PAGE>

      underwriting to the extent provided herein. All Holders proposing to
      distribute their securities through such underwriting shall, together with
      the Company, enter into an underwriting agreement in customary form with
      the managing underwriter selected for such underwriting by the Company.
      Notwithstanding any other provision of this Section 11(b), if the managing
      underwriter determines that marketing factors require a limitation of the
      number of shares to be underwritten, the managing underwriter may limit on
      a pro rata basis (based on the total number of securities entitled to
      registration which are held by the Holder and by third parties) the number
      of Shares to be included in such registration or prohibit any Shares from
      being included in such underwriting; provided that no such reduction shall
      be made with respect to securities being offered by the Company for its
      own account. The Company shall advise all Holders proposing to distribute
      their Shares through such underwriting of any such limitations, and the
      number of Shares that may be included in the registration. To facilitate
      the allocation of shares in accordance with the above provisions, the
      Company may round the number of Shares allocated to any Holder proposing
      to distribute their securities through such underwriting to the nearest
      one hundred (100) shares. If any Holder proposing to distribute their
      securities through such underwriting disapproves of the terms of any such
      underwriting, he may elect, unless otherwise agreed in writing by such
      Holder, to withdraw therefrom by written notice to the Company and the
      managing underwriter. Any securities excluded or withdrawn from such
      underwriting shall be withdrawn from such registration.

      (c)   Registration Expenses. Except as expressly provided in this
      paragraph, the Company shall bear all expenses incurred in connection with
      each registration pursuant to Section 11, including all registration fees,
      printing expenses, fees and disbursements of counsel for the Company, blue
      sky fees and expenses and the expense of any special audits incident to or
      required by any such registration. The Holder shall bear all underwriting
      discounts, selling commissions, stock transfer taxes and fees of counsel
      to holders of Shares applicable to the securities included in a
      registration under Section 11, which expenses shall be borne by the Holder
      pro rata on the basis of the number of shares so registered.

      (d)   Right to Terminate Registration. Notwithstanding any provision
      herein to the contrary, the Company shall have the right to terminate or
      withdraw any registration initiated by it under this Section 11, whether
      or not any Holder has elected to include securities in such registration.

      (e)   Registration Procedures. In the case of each registration,
      qualification or compliance effected by the Company pursuant to Section
      11, the Company will:

            (1)   Keep each Holder advised as to the initiation of each
                  registration, qualification and compliance and as to the
                  completion thereof;

            (2)   Prepare and, as soon as practicable, file with the Commission
                  a registration statement with respect to such securities and
                  use its commercially reasonable efforts to cause such
                  registration statement to become and remain effective until
                  the earlier of the sale of the Shares so

                                       5.
<PAGE>

                  registered or ninety (90) days subsequent to the effective
                  date of such registration;

            (3)   Prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to make and
                  to keep such registration statement effective and to comply
                  with the provisions of the Securities Act with respect to the
                  sale or other disposition of all securities proposed to be
                  registered in such registration statement until the earlier of
                  the sale of the Shares so registered or (90) days subsequent
                  to the effective date of such registration statement;

            (4)   Furnish to the Holders participating in such registration and
                  to the underwriters of the securities being registered such
                  reasonable number of copies of the registration statement,
                  preliminary prospectus, final prospectus and such other
                  documents as such parties may reasonably request in order to
                  facilitate the public offering of such securities; and

            (5)   Use its commercially reasonable efforts to register or qualify
                  the Shares covered by such registration statement under the
                  securities or blue sky laws of such states as the Holders
                  shall reasonably request, maintain any such registration or
                  qualification current until the earlier of the sale of the
                  Shares so registered or (90) days subsequent to the effective
                  date of the registration statement, and take any and all other
                  actions either necessary or advisable to enable the Holders to
                  consummate the public sale or other disposition of the Shares
                  in jurisdictions where the Holders desire to effect such sales
                  or other disposition (but the Company shall not be required to
                  take any action that would subject it to the general
                  jurisdiction of the courts of any jurisdiction in which it is
                  not so subject or to qualify as a foreign corporation in any
                  jurisdiction where the Company is not so qualified).

      (f)   Indemnification.

            (1)   By the Company. For each registration effected pursuant to
                  Section 11 in which the Holder's Shares are included in such
                  registration, the Company will indemnify each Holder, and each
                  person controlling such Holder within the meaning of Section
                  15 of the Securities Act, and each underwriter, if any, and
                  each person who controls any underwriter within the meaning of
                  Section 15 of the Securities Act, with respect to each
                  registration, qualification or compliance which has been
                  effected pursuant to this Agreement, against all expenses,
                  losses, damages or liabilities (or actions in respect
                  thereof), including any of the foregoing incurred in
                  settlement of any litigation arising out of or based on any
                  untrue statement (or alleged untrue statement) of a material
                  fact contained in any registration statement, prospectus, or
                  any amendment or supplement

                                       6.
<PAGE>

                  thereto, incident to any such registration, qualification or
                  compliance, or based on any omission (or alleged omission) to
                  state therein a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading, in
                  connection with any such registration, qualification or
                  compliance, and the Company will reimburse each such Holder
                  and each person who controls any underwriter within the
                  meaning of Section 15 of the Securities Act, for any legal and
                  any other expenses reasonably incurred in connection with
                  defending any such claim, loss, damage, liability or action,
                  provided that the Company will not be liable in any such case
                  to the extent that any such loss, damage, liability or expense
                  arises out of or is based on any untrue statement or omission
                  or alleged untrue statement or omission, made in reliance upon
                  and in conformity with information furnished to the Company
                  expressly for use in connection with such registration by such
                  Holder, controlling person or underwriter. It is agreed that
                  the indemnity agreement contained in this Section 11(f)(1)
                  shall not apply to amounts paid in settlement of any such
                  litigation if such settlement is effected without the consent
                  of the Company (which consent shall not be unreasonably
                  withheld).

            (2)   By the Holder. The Holder will, if Shares held by such Holder
                  are included in the securities as to which such registration,
                  qualification or compliance is being effected, indemnify the
                  Company, each of its directors and officers and its legal
                  counsel and independent accountants, each underwriter, if any,
                  of the Company's securities covered by such a registration
                  statement, each person who controls the Company or such
                  underwriter within the meaning of Section 15 of the Securities
                  Act, and each other holder of securities included in any
                  registration effected pursuant to Section 11(a), each of their
                  officers and directors and each person controlling such holder
                  within the meaning of Section 15 of the Securities Act,
                  against all claims, losses, damages and liabilities (or
                  actions in respect thereof) arising out of or based on any
                  untrue statement (or alleged untrue statement) of a material
                  fact contained in any such registration statement, prospectus,
                  or other document, or any omission (or alleged omission) to
                  state therein a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading, and
                  will reimburse the Company, such holders, such directors,
                  officers, legal counsel, independent accountants, persons,
                  underwriters or controlling persons for any legal or any other
                  expenses reasonably incurred in connection with investigating
                  or defending any such claim, loss, damage, liability or
                  action, in each case to the extent, but only to the extent,
                  that such untrue statement (or alleged untrue statement) or
                  omission (or alleged omission) is made in such registration
                  statement, prospectus or other document in reliance upon and
                  in conformity with information furnished

                                       7.
<PAGE>

                  to the Company expressly for use in connection with such
                  registration by such Holder.

            (3)   Procedures. Each party entitled to indemnification under this
                  Section 11(f) (the "INDEMNIFIED PARTY") shall give notice to
                  the party required to provide indemnification (the
                  "INDEMNIFYING PARTY") promptly after such Indemnified Party
                  has actual knowledge of any claim as to which indemnity may be
                  sought, and shall permit the Indemnifying Party to assume the
                  defense of any such claim or any litigation resulting
                  therefrom, provided that counsel for the Indemnifying Party,
                  who shall conduct the defense of such claim or litigation,
                  shall be approved by the Indemnified Party (whose approval
                  shall not unreasonably be withheld), and the Indemnified Party
                  may participate in such defense at its own expense; provided,
                  however, that the failure of any Indemnified Party to give
                  notice as provided herein shall not relieve the Indemnifying
                  Party of its obligations under this Agreement unless the
                  failure to give such notice is prejudicial to an Indemnifying
                  Party's ability to defend such action. No Indemnifying Party,
                  in the defense of any such claim or litigation, shall, except
                  with the consent of each Indemnified Party, consent to entry
                  of any judgment or enter into any settlement which does not
                  include as an unconditional term thereof the giving by the
                  claimant or plaintiff to such Indemnified Party of a release
                  from all liability in respect to such claim or litigation.

            (4)   Contributions. If the indemnification provided for in this
                  Section 11(f) is held by a court of competent jurisdiction to
                  be unavailable to an Indemnified Party with respect to any
                  losses, claims, damages or liabilities referred to herein, the
                  Indemnifying Party, in lieu of indemnifying such Indemnified
                  Party thereunder, shall to the extent permitted by applicable
                  law contribute to the amount paid or payable by such
                  Indemnified Party as a result of such loss, claim, damage or
                  liability in such proportion as is appropriate to reflect the
                  relative fault of the Indemnifying Party on the one hand and
                  of the Indemnified Party on the other in connection with that
                  which resulted in such loss, claim, damage or liability, as
                  well as any other relevant equitable considerations. The
                  relative fault of the Indemnifying Party and of the
                  Indemnified Party shall be determined by a court of law by
                  reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or the omission to
                  state a material fact relates to information supplied by the
                  Indemnifying Party or by the Indemnified Party and the
                  parties' relative intent.

      (g)   Information by Holder. Each Holder of Shares included in any
      registration shall furnish to the Company such information, including
      information regarding such Holder, the Shares held by them and the
      distribution proposed, as the Company may request in

                                       8.
<PAGE>

      writing to enable the Company to comply with the provisions hereof in
      connection with any registration, qualification or compliance referred to
      in this Agreement.

      (h)   Market Stand-Off Agreement. Each Holder agrees that if, in
      connection with any public offering of securities by the Company, the
      Company or the underwriters managing the offering so request, the Holder
      shall not offer to sell, sell, make any short sale of, loan, grant any
      option for the purchase of, pledge, hypothecate or otherwise dispose of
      any Shares (other than those included in the registration) without the
      prior written consent of the Company or such underwriters, as the case may
      be, for such period of time (not to exceed one hundred eighty (180) days
      from the date of the final prospectus for such offering), as may be
      requested by the Company or the underwriters. This paragraph shall be
      binding on all transferees or assignees of Shares, whether or not such
      persons are entitled to registration rights pursuant to Section 11 hereof.

      (i)   Termination of Registration Rights. All rights granted and
      obligations imposed pursuant to Section 11 of this Agreement shall
      terminate with respect to all Shares that have been sold to or through a
      broker or dealer or underwriter in a public distribution or a public
      securities transaction, and as to each Holder, at such time as such Holder
      may sell all of such Holder's Shares which have not been sold as provided
      above, pursuant to Rule 144 under the Securities Act within any three (3)
      month period or immediately pursuant to Rule 144(k).

      12.)  Call Provision. During any period in which the Company is a
reporting company under the Securities Exchange Act of 1934, as amended, and the
reported closing price of the Company's Common Stock for not less than thirty
(30) consecutive trading days was not less than five (5) times the Warrant
Price, the Company shall have the right to call and terminate the Warrant,
without paying any additional consideration for the Warrant, and shall deliver
written notice to the Holder ("CALL NOTICE") of the effectiveness of the call
right. The Holder shall have thirty (30) days from the date of the Call Notice
("CALL PERIOD") during which the Holder may exercise the Warrant. If the Warrant
is not exercised during the Call Period, the Holder shall deliver the Warrant to
the Company for cancellation. Cancellation of the Warrant shall be effective on
the Company's books and records notwithstanding the Holder's failure to deliver
the Warrant to the Company for cancellation.

      13.)  No Shareholder Rights. This Warrant shall not entitle the Holder to
any of the rights of a shareholder of the Company prior to exercise of this
Warrant.

      14.)  No Limitation on Corporate Action. No provisions of the Warrant and
no right or option granted or conferred hereunder shall in any way limit,
affect, or abridge the exercise by the Company of any of its corporate rights or
powers to recapitalize, amend its Articles of Incorporation, reorganize or merge
with or into another corporation, or to transfer all or any part of its property
or assets, or the exercise of any other of its corporate rights and powers.

      15.)  Miscellaneous. This Warrant shall be governed by the laws of the
State of Minnesota without reference to such state's choice of laws provisions.
The headings in this Warrant are for purposes of convenience and reference only,
and shall not be deemed to

                                       9.
<PAGE>

constitute a part hereof. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the Company and the registered Holder hereof. All notices and
other communications from the Company to the Holder of this Warrant shall be by
certified mail, return receipt requested, or by overnight delivery service to
the address furnished to the Company in writing by the last Holder of this
Warrant who shall have furnished an address to the Company in writing.

ISSUED this 14th day of May, 2004.

REDLINE PERFORMANCE PRODUCTS, INC.

_______________________________________
Mark A. Payne
President and CFO

                                      10.
<PAGE>

                                  EXERCISE FORM
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

Redline Performance Products, Inc.

      The undersigned, the holder of the within warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder ____________ shares of the Common Stock, $.01 par value, of
Redline Performance Products, Inc. and herewith makes payment of $___________
therefor, and requests that the certificates for such shares be issued in the
name of ____________________________ and be delivered to _______________________
whose address is: _____________________________________.

Dated: _____________, 20___

_______________________________________
Warrant Holder

_______________________________________
Signature

_______________________________________
Name Typed or Printed

_______________________________________
Residence Address

_______________________________________
City, State and Zip Code

_______________________________________
Mailing Address

_______________________________________
City, State and Zip Code

_______________________________________
Telephone Number

_______________________________________
Facsimile Number

_______________________________________
Tax Identification Number
or Social Security Number

<PAGE>

                                 ASSIGNMENT FORM
                (TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)

      For value received, the undersigned hereby sells, assigns and transfer
unto __________________________________________ the right represented by the
within Warrant to purchase __________ of the shares of common stock, $0.01 par
value, of Redline Performance Products, Inc. to which the within Warrant
relates, and appoints _______________________ attorney to transfer said right on
the books of Redline Performance Products, Inc., with full power of substitution
in the premises.

Dated: _____________________________             _______________________________
                                                 (Signature must conform in all
                                                 respects to the name of holder
                                                 as specified on the face of the
                                                 warrant)

______________________________________________________________________ (Address)

___________________________________________________________ (City - State - Zip)

In the presence of: